CORPORATE INFORMATION - Bombay Stock Exchange18. AUDITORS AND AUDIT REPORT The Company’s Auditors,...

CORPORATE INFORMATION

Chairman : Mr. Divesh Kumar Bajaj (Independent)

Managing Director : Ms. Reena Sharma

Whole Time Director : Mr. Radhey Shayam

Non Executive Directors : Mr. Vidya Sagar Bhatia (Independent)Mr. Gaurav Mutreja

Company Secretary & : Mr. Praveen KumarChief Financial Officer

Auditors : M/s Satyendra Mrinal & AssociatesChartered AccountantsNew Delhi

Registered Office : Shop No. 37, QD Block, DDA Market,Pitampura, New Delhi - 110034Website: www.omanshenterprises.comEmail Id: [email protected]

Details of RTA : Skyline Financial Services Private LimitedD-153/A, 1st Floor,Okhla Industrial Area,Phase – I, New Delhi – 110020Ph. No. +91-(0) 11-6473 2681/6473 2682Fax: +91-(0) 11-2681 2682Email Id: [email protected]

The Equity Shares of the Company are listed at BSE Limited (BSE). (DelhiStock Exchange and Uttar Pradesh Stock Exchange since not functional.)

CONTENTS

Page No.

1. Director’s Report 1

2. Auditor’s Report 28

3. Balance Sheet 37

4. Statement of Profit & Loss 38

5. Cash Flow Statement 39

6. Notes to Financial Statements 40

7. Notice of Annual General Meeting 54

8. Attendance Slip and Proxy Form 71

DIRECTOR’S REPORTTo,The Members ofM/s Omansh Enterprises Limited

Your Directors have pleasure in presenting the 42nd Director’s Report of yourCompany together with the Audited Statement of Accounts and the Auditors’Report of your company for the financial year ended, 31st March, 2016.

1. FINANCIAL HIGHLIGHTS AND STATE OF COMPANY’S AFFAIRS

(a) (Amount in )

Particulars 2015-16 2014-15

Total Income 2,30,37,116.25 2,23,30,744.00Total Expenses 2,26,42,482.65 2,20,07,830.57Profit Before Tax 3,94,633.63 3,22,913.43Tax ExpensesCurrent Tax 1,16,381.00 87,228.00Deferred Tax 2,75,125.00 (7,926.00)Profit/(Loss) after Tax 3,127.63 2,43,611.43Net Profit Transferred to Reserves 3,127.63 2,43,611.43Earnings per share ( )Basic 0.00 0.01Diluted 0.00 0.01

(b) During the year, your Company recorded Total Revenue of 2,30,37,116.25(previous year 2,23,30,744.00). The Company

recorded a Net Profit of 3,127.63 during the financial year ended31st March, 2016 as compared to a Net Profit of 2,43,611.43 in theprevious year.

(c) Transfer To Reserves In Terms Of Section 134 (3) (j) Of TheCompanies Act, 2013

No amount was transferred to reserves during the financial year ended31st March, 2016.

Omansh Enterprises Limited Annual Report 2015-16 1

(d) Dividend

Your Directors do not recommend any dividend for the year ended31st March, 2016.

(e) Material Changes and Commitments

There are no material changes from the end of Financial Year till thedate of this report.

2. PUBLIC DEPOSITS

During the year under report, your Company did not accept anydeposits from the public in terms of the provisions of Chapter V of theCompanies Act, 2013.

3. DIRECTORS AND KEY MANAGERIAL PERSONNEL

(a) Changes in Directors and Key Managerial Personnelduring the year

During the year under review Ms. Pooja Bhatia (DIN: 00188770)and Mr. Radhey Shayam (DIN: 01992580) resigned from theDirectorship of the Company w.e.f 7th October, 2015. YourDirectors would like to place on record their appreciation of theservices rendered by them during their tenure.

On recommendation of Nomination and RemunerationCommittee, Ms. Reena Sharma (DIN: 06883803) was appointedas the Managing Director of the Company for a period of threeyears w.e.f 7th October, 2015 and Mr. Radhey Shayam (DIN:01992580) was again appointed as the Whole Time Director fora period of three years w.e.f. 27th February, 2016.

Mr. Nitin Gupta resigned from the position of Company Secretaryand CFO of the Company w.e.f. 14th November, 2015 and30th November, 2015 respectively and on the recommendationof the Nomination and Remuneration Committee, Mr. PraveenKumar was appointed as a Company Secretary and CFO of theCompany w.e.f. 30th March, 2016.

Omansh Enterprises Limited Annual Report 2015-16 2 Omansh Enterprises Limited Annual Report 2015-16 3

(b) Retirement by rotation

In accordance with the provisions of Section 152(6) of the Actand the Articles of Association of the Company, Ms. ReenaSharma (DIN: 06883803) will retire by rotation at the ensuingAnnual General Meeting (‘AGM’) of the Company and, beingeligible, offers herself for re-appointment. Your Board hasrecommended her re-appointment.

(c) Declaration of Independence by the Independent Directors

The Independent Directors of your Company have confirmedthat they meet with the criteria of Independence as prescribedunder Section 149(6) of the Act read with Rule 5 of the Companies(Appointment and Qualification of Directors) Rules, 2014.

Framework for Familiarization Programme for the IndependentDirectors and the details of Familiarization Programme impartedto Independent Directors is made available on the website ofthe Company http://www.omanshenterprises.com/wp-content/uploads/2015/05/omansh-enterprises-limited_framework-independent-directors.pdf and http://www.omanshenterprises.com/wp-content/uploads/2016/04/TRAINING-PROGRAMMES-IMPARTED-TO-DIRECTORS-2-1.pdf respectively.

(d) Attributes, qualifications and appointment of Directors

The Nomination and Remuneration Committee has adopted theattributes and qualifications as provided in Section 149(6) ofthe Act and Rule 5 of the Companies (Appointment andQualification of Directors) Rules, 2014, in respect of IndependentDirectors. The Committee has also adopted the same attributesand qualifications, to the extent applicable, in respect of Non-Independent Directors.

All the Non-Executive Directors of the Company, fulfil the fit andproper criteria for appointment as Directors. Further, all Directorsof the Company, other than Independent Directors, are liable toretire by rotation. One-third of the Directors who are liable toretire by rotation, retire every year and are eligible for re-election.

(e) Remuneration Policy

The Board, on the recommendation of the Nomination andRemuneration Committee, approved the Remuneration Policyfor the Directors, Key Managerial Personnel and other employeesof the Company, a copy of which is enclosed as Annexure: Ito this Report.

(f) Board Evaluation

The Board carried out annual performance evaluation of its ownperformance and that of the individual Directors as alsofunctioning of the Board Committees, as required in terms ofSection 134(3)(p) of the Act. The performance evaluation of theBoard and individual Directors was based on criteria approvedby the Nomination and Remuneration Committee. The Directorsexpressed their satisfaction with the overall evaluation process.

4. NUMBER OF BOARD MEETINGS

During the year ended 31st March, 2016, 7 (Seven) meetings of theBoard were held on 29th May, 2015, 7th August, 2015, 7th October,2015, 14th November, 2015, 9th February, 2016, 27th February, 2016,30th March, 2016.

5. BOARD COMMITTEES

Presently, the Company has three Board Committees with the followingmembers:

Audit Committee Mr. Vidya Sagar Bhatia, ChairmanMr. Divesh Kumar Bajaj, MemberMr. Gaurav Mutreja, Member

Nomination and Mr. Gaurav Mutreja, ChairmanRemuneration Committee Mr. Divesh Kumar Bajaj, Member

Mr. Vidya Sagar Bhatia, Member

Stakeholders Relationship Mr. Gaurav Mutreja, ChairmanCommittee Mr. Vidya Sagar Bhatia, Member

Mr. Divesh Kumar Bajaj, Member


6. DIRECTORS’ RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Act, your Directors confirmhaving: -

i) followed in the preparation of the Annual Accounts, the applicableAccounting Standards with proper explanation relating to materialdepartures, if any;

ii) selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable andprudent so as to give a true and fair view of the state of affairs ofthe Company at the end of the financial year and of the profit ofthe Company for that period;

iii) taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Actfor safeguarding the assets of your Company and for preventingand detecting fraud and other irregularities;

iv) prepared the Annual Accounts on a going concern basis; and

v) proper systems have been devised to ensure compliance withthe provisions of all applicable laws and such systems areadequate and operating effectively;

vi) having laid down the internal financial controls to be followed bythe Company and such internal financial controls are adequateand operating effectively;

7. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

The Company does not have any subsidiary, associate or joint venture.

8. LISTING INFORMATION

The Equity Shares of the Company are presently listed only at BSELimited (BSE) and listing fee for 2016-2017 is due for payment. AsExit Order was passed by SEBI against UPSE and De-recognitionOrder passed by SEBI against Delhi Stock Exchange thus both theStock Exchanges stand non operational.

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18. AUDITORS AND AUDIT REPORT

The Company’s Auditors, M/s Satyendra Mrinal & Associates,Chartered Accountants, were appointed at the 40th AGM to hold suchoffice till the conclusion of the 43rd AGM. Your Board, in terms ofSection 139 of the Act, on the recommendation of the Audit Committee,has recommended for the ratification of the Members the appointmentof M/s Satyendra Mrinal & Associates, Chartered Accountants asAuditors of the Company to hold office from the conclusion of thisAnnual General Meeting (AGM) till the conclusion of the next AGM ofthe Company to be held in the year 2017. The Board, in terms ofSection 142 of the Act, on the recommendation of the Audit Committee,has also recommended for the approval of the Members for theappointment of M/s Satyendra Mrinal & Associates for the financialyear 2016-17.

The comments made by the Auditors’ in their Report are selfexplanatory and do not call for any further comments. The Auditors’Report does not contain any qualification, reservation or adverseremark.

19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,FOREIGN EXCHANGE EARNINGS AND OUTGO

CONSERVATION OF ENERGY:

Steps taken on conservation of energy and impact thereof: Efforts toconserve electricity by operating only necessary lights, fittings andfixtures were made during the financial year 2015-16.

Steps taken by the company for utilizing alternate sources of energy:NIL

Capital investment on energy conservation equipment: NIL.

TECHNOLOGY ABSORPTION:

(I) Efforts, in brief, made towards technology absorption and benefitsderived as a result of the above efforts, e.g. productimprovement, cost reduction, product development, importsubstitution, etc : Nil


(II) In case of imported technology (imported during the last 3 yearsreckoned from the beginning of the financial year), followinginformation may be furnished:

(A) Details of technology imported - NIL

(B) Year of import –NIL

(C) Whether the technology been fully absorbed - NIL

(D) If not fully absorbed, areas where absorption has not takenplace, and the reasons therefore – NIL

(III) Expenditure incurred on research and development – NIL

FOREIGN EXCHANGE EARNINGS AND OUTGO

There were no foreign exchange earnings or foreign exchangeoutflow during the year.

20. SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Companies Act, 2013, the Companyhas appointed M/s Anju Yadav, Practicing Company Secretaries asthe Secretarial Auditor of the Company for the financial year 2015-16.The Secretarial Audit Report given by Ms. Anju Yadav, PracticingCompany Secretary is provided under Annexure: III to this Report.

The comments made by the Secretarial Auditor are self explanatoryand do not require any further comments. The Secretarial Audit Reportdoes not contain any qualification, reservation or adverse remark.

21. ESTABLISHMENT OF VIGIL MECHANISM

The Vigil Mechanism Policy of the Company is formulated in terms ofsection 177 (9) of the Companies Act, 2013 read with the provisions ofthe Listing Agreement with the Stock Exchange(s) and thereby alsoincorporates Whistle Blower Policy. That as per the said policyprotected disclosures can be made by the whistle blower to thededicated e-mail / telephone line/ letter to Chairman of Audit Committee.

The Policy on Vigil Mechanism and Whistle Blower Policy as approvedby the Board is available on the website of the Company at web-link

http://www.omanshenterprises.com/wp-content/uploads/2015/08/Vigil-Mechanism-and-Whistle-Blower-Policy.pdf

22. ACKNOWLEDGEMENT

Your directors would like to express their sincere appreciation for theassistance and corporation received from the financial institutions,banks, Government authorities, customers, vendors and membersduring the year under review. Your directors also wish to place onrecord their deep sense of appreciation for the committed services bythe Company’s executives, staff and workers.

For & on behalf of Board of DirectorsFor Omansh Enterprises Limited

Radhey Shayam Gaurav MutrejaDate: 11th May,2016 Whole Time Director DirectorPlace: New Delhi DIN: 01992580 DIN: 00708580

Omansh Enterprises LimitedRegd. Off.: Shop No. 37, QD Block,DDA Market, Pitampura,New Delhi – 110034CIN: L21011DL1974PLC241646Email ID: [email protected]


‘Annexure-I’

NOMINATION & REMUNERATION POLICY(DIRECTORS, KMP & SENIOR MANAGEMENT)

INTRODUCTIONIn pursuance of the Company’s philosophy to consider its employees as itsinvaluable assets, to pay equitable remuneration to all Directors, KeyManagerial Personnel (KMP) and employees of the Company, to harmonizethe aspirations of human resources consistent with the goals of the Companyand, in terms of the provisions of the Companies Act, 2013, this policy onnomination and remuneration of Directors, Key Managerial Personnel andSenior Management has been formulated by the Nomination & RemunerationCommittee and approved by the Board of Directors.OBJECTIVEThe objective and purpose of the Policy are as given below:1. To lay down criteria and terms and conditions with regard to identifying

persons who are qualified to become Directors (Executive and Non-Executive) and persons who may be appointed in Senior Managementand Key Managerial positions and to determine their remuneration.

2. To carry out evaluation of the performance of Directors, as well asKey Managerial and Senior Management Personnel.

3. To provide them reward linked directly to their effort, performance,dedication and achievement of Organization’s goals as entrusted onthem.

4. To retain, motivate and promote talent and to ensure long term retentionof talented managerial persons and create competitive advantage. Inthe context of the aforesaid objectives the following policy has beenframed and recommended by the Nomination & RemunerationCommittee and adopted by the Board of Directors.

PART – APOLICY FOR APPOINTMENT AND REMOVAL OF DIRECTOR, KMP ANDSENIOR MANAGEMENTAPPOINTMENT1. The candidate for a position at Director, KMP or Senior Management

level is met by the Whole Time Director in consultation with the other


Directors. The interview is targeted at assessing the candidate onhis/ her functional & leadership capabilities and cultural fitment to theorganization.

2. The Whole Time Director assesses the shortlisted candidates.3. The selected candidate’s details and the proposed compensation is

shared with the Nomination & Remuneration Committee for their reviewand suggestions. The same is shared with the Board at the nextboard meeting.

TERM/ TENUREThe tenure for Directors shall be governed by the terms defined in theCompanies Act, 2013. However, the tenure for other KMP and SeniorManagement Personnel will be governed by Terms of Appointment inaccordance with the Recruitment Policy of the Company.EVALUATIONThe performance of the KMP and Senior Management Personnel is evaluatedat regular intervals (half yearly/ yearly) by the Whole Time Director. Theperformance evaluation of Independent Directors shall be done by the Board,excluding the Director being evaluated, basis the contributions made to theBoard deliberations on various matters including business strategy, financialstrategy, operations, cost and risk management, etc., and suggestions givenin this regard.REMOVALDue to reasons for any disqualification mentioned in the Companies Act,2013, rules made thereunder or under any other applicable Act, rules andregulations, the Whole Time Director may recommend, to the Committeeand the Board with reasons recorded in writing, removal of a Director, subjectto the provisions and compliance of the said Act, rules and regulations.For other KMP or Senior Management Personnel, the removal will be governedby the Terms of Appointment in accordance with the Recruitment Policy ofthe Company and the subsequent approval of the Whole Time Director.RETIREMENTThe Director, KMP and Senior Management Personnel shall retire as perthe applicable provisions of the Companies Act, 2013 and the prevailingpolicy of the Company. The Whole Time Director will have the discretion toretain the Director, KMP, Senior Management Personnel in the same position

/ remuneration or otherwise even after attaining the retirement age, for thebenefit of the Company.

PART – BPOLICY RELATING TO EVALUATION AND REMUNERATION OF THE KMPAND SENIOR MANAGEMENT PERSONNELEVALUATION PROCESS:The three Point Rating scale for performance review of Executive Director,KMP, and Senior Management is to be followed:1. Rating on Basic Job Responsibilities: indicating whether the basic

job responsibilities have been met during the year.2. Rating on Goals: Annual rating on each goal on a five-point scale.

Weighted average of the ratings is calculated to arrive at a ‘WeightedGoal Score’.

3. Rating on Capabilities Factors: The qualitative aspects of theperformance is assessed using the Capabilities Factors by thesupervisor on a five-point scale.

Based on a holistic view of the Three Point Rating, the supervisor providesan overall Rating. This rating is reviewed by the Whole Time Director alongwith the immediate reporting officer, who does a Qualitative review of theperformance based on the efforts put in by the employee, results achievedand impact of the external and internal factors, to arrive at a ‘Final AnnualRating’.The revision in the total remuneration is directly linked to the ‘Final AnnualRating’ for all employees.1. The remuneration/ compensation/ commission etc. to the KMP and

Senior Management Personnel will be determined by the Whole TimeDirector in consultation with other Directors (except the IndependentDirectors) in accordance with the Recruitment Policy of the Company,which is based upon the Final Annual Rating, employee potential andmarket benchmark compensation. The revised remuneration is sharedwith the Nomination & Remuneration Committee for review.

2. The remuneration/ compensation/ commission etc. shall be subjectto the prior/ post approval of the shareholders of the Company andCentral Government, wherever required.


‘Annexure-II’Form No. MGT-9

EXTRACT OF ANNUAL RETURNAs on the financial year ended on 31/03/2016

[Pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1)of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS :

i) CIN L21011DL1974PLC241646ii) Registration Date 20/03/1974iii) Name of the Company OMANSH ENTERPRISES LIMITEDiv) Category / Sub-Category of the Company Public Company, Limited by Shares & Having Share Capitalv) Address of the Registered office and contact details SHOP NO. 37, QD BLOCK, DDA MARKET,

PITAMPURA, NEW DELHI - 110034Ph.: 9211239373Email : [email protected]

vi) Whether listed company Yesvii) Name and Address of Registrar & Transfer Agents ( RTA )

Name of Registrar & Transfer Agents Skyline Financial Services Private LimitedAddress D-153 A, 1st Floor, Okhla Industrial Area, Phase-ITown / City New DelhiState DelhiPin Code 110020Telephone +91-(0)11-6473 2681/ 6473 2682Fax Number +91-(0)11-2681 2682Email Address [email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY :All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-SNo. Name and Description of NIC Code of the % to total turnover

main products / services Product/ service of the company1 Whole sale of textiles and clothing 46411 92.81

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES :No. of companies for which information is being filloed = NILS N o . Name and Address of t he Company C I N / G L N H o l d i n g / % of shares held Appli cabl e Sect ion

Subsidi ar y/Associ at es

Not applicable

No. of Shares held at the beginning of the year No. of Shares held at the end of the yearCategory of Demat Physical Total % of Demat Physical Total % of % ChangeShareholders Total Shares Total Shares during the yearA. Promot er s(1) Indiana) Individual/HUF 3100000 230500 3330500 18.76 3114500 0 3114500 17.55 -1.21b) Central Govt 0 0 0 0.00 0 0 0.00 0.00 0.00c) State Govt (s) 0 0 0 0.00 0 0 0.00 0.00 0.00d) Bodies Corp. 4532000 1300000 5832000 32.86 4532000 0 4532000 25.53 -7.33e) Banks / FI 0 0 0 0.00 0 0 0.00 0.00 0.00f) Any Other…. 0 0 0 0.00 0 0 0.00 0.00 0.00Sub-t otal ( A) (1) :- 7632000 1530500 9162500 51.62 7646500 0 7646500 43.08 0.00(2) Foreign 0 0 0 0.00 0 0 0 0.00 0.00a) NRIs - Individuals 0 0 0 0.00 0 0 0 0.00 0.00b) Other – Individuals 0 0 0 0.00 0 0 0 0.00 0.00c) Bodies Corp. 0 0 0 0.00 0 0 0 0.00 0.00d) Banks / FI 0 0 0 0.00 0 0 0 0.00 0.00e) Any Other…. 0 0 0 0.00 0 0 0 0.00 0.00Sub-t otal ( A) (2) :- 0 0 0 0.00 0 0 0 0.00 0.00Tot al sharehol ding ofPromot er ( A)= ( A) ( 1) + (A) (2) 7632000 1530500 9162500 51.62 7646500 0 7646500 43.08 -8.54B. Publi c Shar eholding 1. Institutions a) Mutual Funds 0 0 0 0.00 0 0 0 0.00 0.00b) Banks / FI 0 0 0 0.00 0 0 0 0.00 0.00c) Central Govt 0 0 0 0.00 0 0 0 0.00 0.00d) State Govt(s) 0 0 0 0.00 0 0 0 0.00 0.00e) Venture Capital Funds 0 0 0 0.00 0 0 0 0.00 0.00f) Insurance Companies 0 0 0 0.00 0 0 0 0.00 0.00g) FIIs 0 0 0 0.00 0 0 0 0.00 0.00h) Foreign Venture Capital Funds 0 0 0 0.00 0 0 0 0.00 0.00i) Others (specify) 0 0 0 0.00 0 0 0 0.00 0.00Sub- total (B)( 1) :- 0 0 0 0.00 0 0 0 0.00 0.002. Non-Institutions a) Bodies Corp. i) Indian 2500225 173500 2673725 15.06 3296183 25000 3321183 18.71 3.65ii) Overseas 0 0 0 0.00 0 0 0 0.00 0.00b) Individuals 0.00i) Individual shareholders holdingnominal share capital upto Rs. 1 lakh 151275 581500 732775 4.13 1688546 410000 2098546 11.82 7.69ii) Individual shareholders holdingnominal share capital in excess ofRs 1 lakh “ 4680000 0 4680000 26.37 3745717 616000 4361717 24.57 -1.80c) Others (specify) 500000 1000 501000 2.82 321054 1000 322054 1.81 -1.01Sub- total (B)( 2) :- 7831500 756000 8587500 48.38 9051500 1052000 10103500 56.92 8.54Tot al Publi c Shar ehol ding( B)= ( B) (1) + ( B)( 2) 7831500 756000 8587500 48.38 9051500 1052000 10103500 56.92 0.00C. Shares held by Custodianf or GDRs & ADRs 0 0 0 0.00 0 0 0 0.00 0.00Grand Tot al ( A+B+C) 15463500 2286500 17750000 100.00 16698000 1052000 17750000 100.00 0.00

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity):A. Category-wise Share Holding


B. Shareholding of Promoters

S . Shareholder’s Name No. of % of % of shares No. of % of % of shares % chan geNo. S ha re s tota l p l e d g e d / S ha re s tota l p l e d g e d / in sha re

S ha re s e n cu m- shares of e n cu m- h o l d -of the be red to the be red to in g d ur i ng

co mp an y tota ls hares co mp an y tota ls hares th e ye ar1 M/s. Sperryn Gas Products Limited 400000 2.25 0.00 0 0.00 0.00 -2.252 M/s. New Generation Equity Private Limited

( former ly known asM/s. Holy L ife Garments Pvt. Ltd.) 50000 0.28 0.00 0 0.00 0.00 -0.28

3 M/s. Spectrum Logistics Limited 250000 1.41 0.00 0 0.00 0.00 -1.414 Master Uday Jaipuria F & N G Rajiv Jaipuria 216000 1.22 0.00 0 0.00 0.00 -1.225 M/s. Unique Fin Man Consultancy Pvt. Ltd 229500 1.29 0.00 0 0.00 0.00 -1.296 M/s. Scop e Portfo l i o Manag eme nt

Pr iva te L im ite d (formerly known asM/s. Ekta Infrabuild Pr ivate Limited) 150000 0.85 0.00 0 0.00 0.00 -0.85

7 M/s. Scope Equity Private Limited(formerlyknown as M/s. NeelgaganTechnosoft Pr ivate Limited) 220500 1.24 0.00 0 0.00 0.00 -1.24

8 Mr. Gaurav Mutreja 14500 0.08 0.00 14500 0.08 0.00 0.009 Mr. Chander Bhan 100000 0.56 0.00 100000 0.56 0.00 0.0010 M/s. Atharva Professsional Consultants LLP 500000 2.82 0.00 500000 2.82 0.00 0.0011 M/s. J.K. L’atelier Limited 2500000 14.08 0.00 2500000 14.08 0.00 0.0012 Mr. Gaurav Bhatia 50000 0.28 0.00 50000 0.28 0.00 0.0013 M/s. Gaurav Sukhija (HUF) 250000 1.41 0.00 250000 1.41 0.00 0.0014 Ms. Komal Sukhija 250000 1.41 0.00 250000 1.41 0.00 0.0015 M/s. Mukesh Sukhija (HUF) 50000 0.28 0.00 50000 0.28 0.00 0.0016 Ms. Neelam Bhatia 600000 3.38 0.00 600000 3.38 0.00 0.0017 Ms. Neelam Rani 100000 0.56 0.00 100000 0.56 0.00 0.0018 Mr. Om Prakash Sukhija 700000 3.94 0.00 700000 3.94 0.00 0.0019 Ms. Pooja Bhatia 150000 0.85 0.00 150000 0.85 0.00 0.0020 Ms. Raj Kanta Sukhija 250000 1.41 0.00 250000 1.41 0.00 0.0021 Ms. Rashmi Sukhija 550000 3.10 0.00 550000 3.10 0.00 0.0022 Ms. Shilpa Bhatia 50000 0.28 0.00 50000 0.28 0.00 0.0023 M/s. Achyut Properties Private Limited 500000 2.82 0.00 500000 2.82 0.00 0.0024 M/s. Ranjitgarh Finance Company

Private L imited 1032000 5.81 0.00 1032000 5.81 0.00 0.00

Sharehold in g at the beginning o f the year Sharehold ing at the end of the year

C. Change in Promoters’ Shareholding

S. Name Particulars No. of % of No. of % ofNo. Shares tota l Shares tota l

Shares shares ofof the the

company companySAME AS MENTIONED IN “B” ABOVE

Sharehold in g at the beginning o f the year Sharehold ing at the end of the year

D. Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRsand ADRs)

S. Name Particulars No. of % of No. of % ofNo. Shares tota l Shares tota l

Shares shares ofof the the

company company1 Nau Nidh Finance Limited Body corporate 2500000 14.08 2500000 14.082 Quest Securities Limited Body corporate 0 0.00 402695 2.273 Rajiv Chadha Individual 250000 1.41 250000 1.414 Geeta Chadha Individual 250000 1.41 250000 1.415 Bhalinder Ghai Individual 250000 1.41 250000 1.416 Kamaljit Ghai Individual 250000 1.41 250000 1.417 Harmeet Ghai Individual 250000 1.41 250000 1.418 Manan Narang Individual 250000 1.41 250000 1.419 Sumitra Narang Individual 250000 1.41 250000 1.4110 Satish Chander Narang Individual 250000 1.41 250000 1.4111 Naveen Narang Individual 250000 1.41 250000 1.4112 Sushma Sachdeva * Individual 250000 1.41 0 0.0013 Shilpa Sachdeva * Individual 250000 1.41 0 0.0014 Lokesh Sachdeva* Individual 250000 1.41 0 0.0015 Adhir Sachdeva * Individual 250000 1.41 0 0.0016 Richa Sachdeva* Individual 250000 1.41 0 0.00

*since, they had the shareholding in beginning of the year i.e. 1st April, 2015, but on 31st March, 2016, their shareholding is Nil.

Sharehold in g at the beginning o f the year Cumu lative S harehold ing dur ing the year


B. Remuneration to other directors

Independent Directors Other Non-Executive DirectorS. Name of Fee for Commission Others Total 1 Fee for Comm- Others Total Total Total Over-No. Director at tending attend- iss ion (2) (1+2) Mana- al l

board/ ing ger ial Ceil ingcommit tee board Remu- as permeet ings commi- nerat- the Act

ttee ionmeet-ings

NOT ANY

C. Remuneration to Key Managerial Personnel Other than MD/Manager/WTD

Gross Salary CommissionS. Name of Key (a) Salary as (b) Value of (c) Profits Stock Sweat As % Others Others TotalNo. Managerial per provision perquisi tes in lieu of Option Equi ty profit

Personnel contained u/s 17(2) salaryin sect ion Income-tax under17(1) of the Act, 1961 sect ionIncome-tax 17(3)Act, 1961 Income-tax

Act, 1961

1. Nitin Gupta 3,21,000 Ni l Ni l Ni l Ni l Ni l Ni l Ni l 3,21,000(CompanySecretary)resignedw.e.f.14th Nov.2015

E. Shareholding of Directors and Key Managerial Personnel

S . N a m e Partic ulars No. of % of No. of % ofNo. S ha re s tota l S ha re s tota l

S ha re s shares ofof the the

co mp an y co mp an y1 Ra dhe y S hay am Whole Time Director 5 0 0 0 . 0 0 5 0 0 0 . 0 02 Ga ura v Mu tre ja Di rect or 1 4 5 0 0 0 . 0 8 1 4 5 0 0 0 . 0 8

Sharehold in g at the beginning o f the year Cumu lative S harehold ing dur ing the year

V. INDEBTEDNESS:Pa rt icu la rs Secured Loans Un sec ur ed D ep os i t s To t a l

excluding deposits L o a n s I nd e b te d n es s

Indebtedness at the beginning of the financial yeari) Principal Amountii) Interest due but not paidiii) Interest accrued but not dueTotal (i+ii+iii)

Change in Indebtedness during the financial yearAdditionReductionNet Change

Indebtedness at the end of the financial yeari) Principal Amountii) Interest due but not paidiii) Interest accrued but not dueTotal (i+ii+iii)

NOT APPLICABLE

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL :A . Remuneration to Managing Director, Whole-time Directors and/or Manager

Gross Salary CommissionS. Name of (a) Salary as (b) Value of (c) Profits Stock Sweat As % Others Others Total Ceil ingNo. MD/WTD/ per provision perquisi tes in lieu of Option Equi ty profit as per

Manager contained u/s 17(2) salary the Actin sect ion Income-tax under17(1) of the Act, 1961 sect ionIncome-tax 17(3)Act, 1961 Income-tax

Act, 1961

NOT ANY


‘Annexure-III’FORM NO. MR – 3

SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED 31ST MARCH 2015

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014]

The Members,M/s Omansh Enterprises LimitedC/o Shop No. 37, QD Block,DDA Market, Pitampura, New Delhi – 110034

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by M/s OmanshEnterprises Limited, a Company incorporated under the provisions of theCompanies Act, 1956 and having its registered office at Shop No. 37, QDBlock, DDA Market, Pitampura, New Delhi – 110034 (hereinafter referred toas the ‘Company’) for the period commencing from 1st April 2015 till 31st

March 2016 (hereinafter referred to as the ‘Audit Period’). Secretarial Auditwas conducted in a manner that provided me a reasonable basis for evaluatingthe corporate conducts/statutory compliances and expressing my opinionsthereon.

Based on my verification of the books, papers, minute books, forms andreturns filed and other records maintained by the Company and also theinformation provided by the company, its officers, agents and authorisedrepresentatives during the conduct of secretarial audit, I hereby report thatin my opinion, the Company has, during the audit period covering the financialyear ended on 31st March 2016 complied with the statutory provisions listedhereunder and also that the Company has proper Board-processes andcompliance-mechanism in place to the extent, in the manner and subject tothe reporting made hereinafter:


Radhey Shayam Gaurav MutrejaWhole Time Director Director

DIN: 01992580 DIN: 00708580


VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES :

Type Section of the Brief Detail of Authority [RD/NCLT] Appeal made, if anyCompanies Description Penalty /Punishment/ Court] (give Details)

Act Compoundingfees imposed

A. COMPANYPenaltyPunishment NOT ANYCompoundingB. DIRECTORSPenaltyPunishment NOT ANYCompoundingC. OTHER OFFICERS IN DEFAULTPenaltyPunishment NOT ANYCompounding


I have examined the books, papers, minute books, forms and returns filedand other records maintained by the Company for the financial year endedon 31st March 2016, according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rulesmade thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framedthereunder;

(iv) The following Regulations and Guidelines prescribed under theSecurities and Exchange Board of India Act, 1992 (‘SEBI Act’):-

(a) The Securities and Exchange Board of India (SubstantialAcquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of InsiderTrading) Regulations, 1992 as applicable upto 14th May 2015;

(c) The Securities and Exchange Board of India (Prohibition of InsiderTrading) Regulations, 2015, as applicable since 15th May 2015;

(d) The Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations, 2015, as applicablesince 1st December 2015;

(e) The Securities and Exchange Board of India (Registrars to anIssue and Share Transfer Agents) Regulations, 1993 regardingthe Companies Act and dealing with client

I have also examined compliance with the applicable clauses of thefollowing:

(i) The Secretarial Standards issued by The Institute of CompanySecretaries of India effective 1st July, 2015

(ii) The Equity Listing Agreement with the BSE Limited (BSE), whichwere applicable upto 30th November, 2015 and thereafter SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015 from1st December, 2015. It is pertinent to mention here that since SEBI

has passed exit order in respect of Delhi Stock Exchange Limited(DSEL) and UP Stock Exchange Limited (UPSEL) on 19th November2014 & 9th June, 2015 respectively therefore the communicationswith respect to listing compliances are sent only to BSE after 9thJune, 2015.

I further report that

The Board of Directors of the Company is duly constituted with properbalance of Non-Executive Directors and Independent Directors. The changesin the composition of the Board of Directors that took place during the periodunder review were carried out in compliance with provisions of the Act.

Adequate notice is given to all directors for the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance, and asystem exists for seeking and obtaining further information and clarificationson the agenda items before the meeting for meaningful participation at themeeting.

All decisions at Board Meetings and Committee Meetings were carried outunanimously/by majoirity as recorded in the minutes of the meetings of theBoard of Directors or Committee of the Board, as the case may be.

I further report that there are adequate systems and processes in theCompany commensurate with the size and operations of the Company tomonitor and ensure compliance with the applicable laws, rules, regulationsand guidelines.

I further report that during the audit period the Company has had no specificevents/actions that have a major bearing on the Company’s affairs inpursuance of the above referred laws, rules, regulations, guidelines,standards, etc.

Anju YadavPracticing Company Secretary

Place: New Delhi ACS: 32111Dated: 10th May, 2016 CP: 12035


MANAGEMENT DISCUSSION AND ANALYSIS

Your Directors are pleased to present the Management Discussion andAnalysis Reports for the year ended March 31, 2016 as under:

• Overview:

The Indian textile industry is one the largest and oldest sectors in the countryand among the most important in the economy in terms of output, investmentand employment. The sector employs nearly 35 million people and afteragriculture, is the second-highest employer in the country. Its importance isunderlined by the fact that it accounts for around 4% of Gross DomesticProduct, 14% of industrial production, 9% of excise collections, 18% ofemployment in the industrial sector, and 16% of the country’s total exportsearnings. With direct linkages to the rural economy and the agriculture sector,it has been estimated that one of every six households in the country dependson this sector, either directly or indirectly, for its livelihood.

• Industry Structure:

Raw material costs have been increasing globally, coupled with a shortageof skilled workers. While a shift is taking place of textiles industries fromChina and Bangladesh to India, the industrial climate in India has also becomeadverse due to regular increases in input costs. Any further appreciation ofthe Rupee will adversely affect exports from India. Though the spinningindustry has fared somewhat better those with a presence in weaving,processing or even composite businesses are facing the heat due to increasesin input cost without being able to pass on such higher costs to customersas the market is simply unable to absorb the same.

• Opportunities and Threat

There is good scope for growth for the textile industry as India’s share in theglobal trade in textiles is weak compared to other countries. The free tradeenvironment is a great opportunity for the Indian textile industry to increaseits share in the global market. Chinese exports are slowing down on accountof various factors inclusive of increase in domestic demand and rising costs.This is a good opportunity of which our textile industry should make use butsmaller countries like Bangladesh, Sri Lanka, Pakistan, Turkey and Vietnametc. are becoming formidable challengers.

‘Annexure A’The Members,M/s Omansh Enterprises LimitedC/o Shop No. 37, QD Block,DDA Market, Pitampura, New Delhi – 110034

My report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of themanagement of the company. My responsibility is to express an opinionon these secretarial records based on my audit.

2. I have followed the audit practices and processes as were appropriateto obtain reasonable assurance about the correctness of the contentsof the Secretarial records. The verification was done on the randomtest basis to ensure that correct facts are reflected in secretarial records.I believe that the processes and practices, I followed provide areasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financialrecords and Books of Accounts of the Company.

4. Wherever required, I have obtained the Management representationabout the compliance of laws, rules and regulations and happening ofevents etc.

5. The compliance of the provisions of Corporate and other applicablelaws, rules, regulations, standards is the responsibi li ty ofmanagement. My examination was limited to the verification ofprocedures on the random test basis.

6. The Secretarial Audit report is neither an assurance as to the futureviability of the company nor of the efficacy and effectiveness with whichthe management has conducted the affairs of the company.

Anju YadavPracticing Company Secretary

Place: New Delhi ACS: 32111Dated: 10th May, 2016 CP: 12035


Lack of uninterrupted power, increased power costs, higher transaction costs,high cost of labour is hindering the progress. However, we are making all outefforts to cope with all these challenges by continuous efforts at costreduction, process improvements, diversification of products and improvingproductivity by improving efficiencies

• Business operations

The Company is engaged in the business of Textile industry. During theyear under review, the industry faced various challenges due to global andeconomic slowdown and increasing rates of interest rates. But looking atthe huge potential in India for Textile, the company is hopeful of re-enter intothis sector. The growth in the sector is very good and Management expectsbetter results in forth coming year.

• Outlook

In light of the new and vibrant management of the company and steadygrowth in the operations of the company and looking at the huge demand forresidential as well as commercial space in Delhi the company is hopeful ofits upward performance the future growth for the benefit of its stakeholdersat large.

• Internal control System

The company has an effective internal control environment which ensuresthat operation are managed efficiently and effectively, assets are safeguarded,regulatory are complied with and transactions are recorded after appropriateauthorization. The Company has an adequate internal control systemcommensurate with the size of the company and the nature of its businesswhich ensures that functioning of the Company is managed efficiently andeffectively, assets are safeguarded, regulatory compliances are compliedwith and transactions are recorded after appropriate authorization.

• Human relations

Human resources have always been most valuable assets for OmanshEnterprises Limited. During the year the company has once again gainedthe confidence of its Human Resource as well as company constantly seeksto attract and retain the best available talent. Human resources managementincorporates a process driven approach that invest regularly in the extensive

training programs. The Company continued to enjoy healthy industrial relationsduring the year.

• Forward Looking and Cautionary Statements

Management Discussion and Analysis contains forward-looking statementsconcerning the Company’s future plans, strategies, and performance. Theseforward-looking statements are not historical facts; rather, they representassumptions and beliefs based on economic, financial, and competitive datacurrently available. Furthermore, they are subject to a number of risks anduncertainties that, without limitation, relate to economic conditions, fiercecompetition in the information service industry, customer demand, tax rules,regulations, and other factors. Readers of this annual report are cautionednot to place undue reliance on these forward-looking statements. TheCompany therefore wishes to caution readers that actual results may differmaterially.


Radhey Shayam Gaurav MutrejaDate: 11th May, 2016 Whole Time Director DirectorPlace: New Delhi DIN: 01992580 DIN: 00708580



INDEPENDENT AUDITOR’S REPORTTo the Members of OMANSH ENTERPRISES LIMITED

Report on the Financial Statements

1. We have audited the accompanying financial statements of OMANSHENTERPRISES LIMITED (“the Company”), which comprise theBalance Sheet as at March 31, 2016, the Statement of Profit andLoss and Cash Flow Statement for the year then ended, and a summaryof significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

2. The Management and Board of Directors of the Company areresponsible for the matters stated in Section 134(5) of the CompaniesAct, 2013 (‘the act’) with respect to the preparation of these financialstatements that give a true and fair view of the financial position, financialperformance and cash flows of the Company in accordance with theaccounting principles generally accepted in India, including theAccounting Standards specified under Section 133 of the Act, readwith rule 7 of Companies (Accounts) Rules, 2014. This responsibilityincludes maintenance of adequate accounting records in accordancewith the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting frauds and otherirregularities; selection and application of appropriate accountingpolicies; making judgments and estimates that are reasonable andprudent; design, implementation and maintenance of adequate internalfinancial controls, that are operating effectively for ensuring the accuracyand completeness of the accounting records, relevant to the preparationand presentation of the financial statements that give a true and fairview and are free from material misstatement, whether due to fraud orerror.

Auditor’s Responsibility

3. Our responsibility is to express an opinion on these financialstatements based on our audit. We have taken into account theprovisions of the Act, the accounting and auditing standards andmatters which are required to be included in the audit report under theprovisions of the Act and the Rules made thereunder. We conducted

our audit in accordance with the Standards on Auditing specified underSection 143(10) of the Act. Those Standards require that we complywith ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the financial statements are freefrom material misstatement.

4. An audit involves performing procedures to obtain audit evidence aboutthe amounts and disclosures in the financial statements. Theprocedures selected depend on the auditor’s judgment, including theassessment of the risks of material misstatement of the financialstatements, whether due to fraud or error. In making those riskassessments, the auditor considers internal financial control relevantto the Company’s preparation of the financial statements, that give atrue and fair view, in order to design audit procedures that are appropriatein the circumstances, but not for the purpose of expressing an opinionon whether the Company has in place an adequate internal financialcontrols system over financial reporting and the operating effectivenessof such controls. An audit also includes evaluating the appropriatenessof accounting policies used and the reasonableness of the accountingestimates made by the Company’s management and Board ofDirectors, as well as evaluating the overall presentation of the financialstatements.

5. We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the financialstatements.

Opinion

6. In our opinion and to the best of our information and according to theexplanations given to us, the aforesaid financial statements give theinformation required by the Act in the manner so required and give atrue and fair view in conformity with the accounting principles generallyaccepted in India of the state of affairs of the Company as at 31st

March 2016, its profit and its cash flows for the year ended on thatdate.


Report on Other Legal and Regulatory Requirements

7. As required by the Companies (Auditor’s Report) Order, 2016 (“theOrder”) issued by the Central Government of India in terms of sub-section (11) of section143 of the Act, we give in the Annexure-A, astatement on the matters Specified in paragraphs 3 and 4 of the Order.

8. As required by section 143(3) of the Act, we further report that:

a) we have sought and obtained all the information andexplanations which to the best of our knowledge and belief werenecessary for the purpose of our audit;

b) in our opinion proper books of account as required by law havebeen kept by the Company so far as appears from ourexamination of those books;

c) the Balance Sheet, Statement of Profit and Loss, and CashFlow Statement dealt with by this Report are in agreement withthe books of account;

d) in our opinion, the aforesaid financial statements comply withthe applicable Accounting Standards specified under Section133 of the Act, read with Rule 7 of the Companies (Accounts)Rules 2014

e) on the basis of written representations received from the directorsas on March 31, 2016, and taken on record by the Board ofDirectors, none of the directors is disqualified as on March 31,2016, from being appointed as a director in terms of Section164(2) of the Act.

f) With respect to the adequacy of the internal financial controlsover financial reporting of the Company and the operatingeffectiveness of such controls, refer to our separate report inAnnexure-B; and

g) In our opinion and to the best of our information and accordingto the explanations given to us, we report as under with respectto other matters to be included in the Auditor’s Report in

accordance with Rule 11 of the Companies (Audit and Auditors)Rules, 2014:

i. The Company does not have any pending litigations whichwould impact its financial position.

ii. The Company did not have any long-term contractsincluding derivative contracts; as such the question ofcommenting on any material foreseeable losses thereondoes not arise

iii. There has not been an occasion in case of the Companyduring the year under report to transfer any sums to theInvestor Education and Protection Fund. The question ofdelay in transferring such sums does not arise.

For Satyendra Mrinal & AssociatesChartered Accountants

FRN: 017068N

S. K. JainPlace: New Delhi PartnerDate: 11/05/2016 M.NO.086103


Annexure A to the Auditors Report

The Annexure referred to in Independent Auditor’s Report to themembers of the Company on the financial statements for the yearended 31st March, 2016On the basis of such checks as we considered appropriate and accordingto the information and explanations given to us during the course of ouraudit, we report that:i. (a). The Company has maintained proper records showing full

particulars, including quantitative details and situation of fixedassets;

(b). As explained to us, fixed assets have been physically verifiedby the management at regular intervals and no materialdiscrepancies were noticed on such verification;

(c). As the Company has not acquired any immovable propertyduring the year under audit, thus no comments under the sub-clause are required;

ii. The Company does not have any inventory. Hence, the requirement ofclause (ii) of paragraph 3 of the said Order is not applicable to theCompany

iii. The company has not granted any loans, secured or unsecured tocompanies, firms or other parties covered in the register maintainedunder section 189 of the Act.

iv. During the year under audit, the Company has neither granted loan toits directors or any other persons in whom the directors are interestednor it has given loan or guarantee in connection with loan or acquiredsecurities of any other body corporate then the question of complianceof the provisions of Section 185 & 186 of the Act does not arise.

v. The Company has not accepted any deposits from the public coveredunder Section 73 to 76 of the Companies Act, 2013

vi. As informed to us, the Central Government has not prescribedmaintenance of cost records under sub-section (1) of Section 148 ofthe Act

vii. (a) According to the information and explanations given to us andbased on the records of the company examined by us, thecompany is regular in depositing the undisputed statutory dues,including Income-tax, Sales-tax and other statutory dues, asapplicable, with the appropriate authorities in India ;

(b) According to the information and explanations given to us and

based on the records of the company examined by us, thereare no dues of Income Tax, Sales Tax which have not beendeposited on account of any disputes. However, the WealthTax, Service Tax, Customs Duty and Excise Duty were notapplicable to the Company.

viii. According to the records of the company examined by us and as perthe information and explanations given to us, the company has notavailed of any loans from any financial institution, banks or Governmentand has not issued debentures. Accordingly, paragraph 3 (viii) of theorder is not applicable.

ix. The Company has not raised money by way of Initial Public Offer orfurther public offer (including debt instruments) and the Company hasnot raised/taken any terms loans, thus the question of mis-utilizationdoes not arise.

x. As per the information/explanation submitted to us no fraud by theCompany or on the Company by its officers or employees has beennoticed or reported, during the course of our audit.

xi. As informed to us by the management and the record examined byus the Company has not paid or provided for any managerialRemuneration during the year under audit.

xii. The Company is not a nidhi Company thus no comments are required.xiii. The Company has not entered into any transactions with the related

parties, thus no comments are required.xiv. The Company has not made any preferential allotment or private

placement of shares or fully or partly convertible debentures duringthe year under audit.

xv. The Company has not entered into any non cash transactions withdirectors or persons connected with them during the year under audit.

xvi. The Company is not required to be registered under Section 45 IA ofthe Reserve Bank of India Act, 1934.

For Satyendra Mrinal & AssociatesChartered Accountants

FRN: 017068N

S. K. JainPlace:New Delhi PartnerDate: 11/05/2016 M.NO.086103


Annexure B to the Auditors’ Report

Report on the Internal Financial Controls under Clause (i) of sub-section 3 of Section 143 of Companies Act, 2013 (‘the Act”)

We have audited the internal financial controls over financial reporting ofOmansh Enterprises Limited (‘the Company) as of 31st March, 2016 inconjunction with our audit of the standalone financial statements of theCompany for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaininginternal financial controls based on the internal control over financial reportingcriteria established by the Company considering the essential componentsof internal control stated in the Guidance Note on Audit of Internal FinancialControls over Financial Reporting issued by the Institute of CharteredAccountants of India (‘ICAI”). These responsibilities include the design,implementation and efficient maintenance of adequate internal financialcontrols that were operating effectively for ensuring the orderly and efficientconduct of its business, including adherence to the Company’s policies,the safeguarding of its assets, the prevention and detection of frauds anderrors, the accuracy and completeness of the accounting records, and thetimely preparation of reliable financial information, as required under theCompanies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financialcontrols over financing reporting based on our audit. We conducted our auditin accordance with the Guidance Note on Audit of Internal Financial Controlsover Financial Reporting (the “Guidance Note”) and the Standards on Auditing,issued by ICAI and deemed to be prescribed under Section 143(10) of theCompanies Act, 2013, to the extent applicable to an audit of internal financialcontrols, both applicable to an audit of Internal Financial Controls and, bothissued by the Institute of Chartered Accountants of India. Those Standardsand the Guidance Note require that we comply with ethical requirementsand plan and perform the audit to obtain reasonable assurance about whetheradequate internal financial controls over financial reporting were establishedand maintained and if such controls operated effectively in all materialrespects.

Our audit involves performing procedures to obtain audit evidence about theadequacy of the internal financial controls system over financial reportingand their operating effectiveness. Our audit of internal financial controls overfinancial reporting included obtaining an understanding of internal financialcontrols over financial reporting, assessing the risk that a material weaknessexists, and testing and evaluating the design and operating effectiveness ofinternal control based on the assessed risk. The procedures selected dependon the auditors’ judgment, including the assessment of the risks of materialmisstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Company’s internalfinancial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a processdesigned to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposesin accordance with generally accepted accounting principles. A Company’sinternal financial control over financial reporting includes those policies andprocedures that

(1) Pertain to the maintenance of that, in reasonable detail, accuratelyand fairly reflect the transactions and dispositions of the assets of theCompany;

(2) Provide reasonable assurance that transactions are recorded asnecessary to permit preparation of financial statements in accordancewith generally accepted accounting principles, and the receipts andexpenditures of the Company are being made only in accordancewith authorizations of the Management and directors of the Company;and

(3) Provide reasonable assurance regarding prevention or timely detectionof unauthorized acquisition, use, or disposition of the Company’s assetthat could have a material effect on the financial statements.


Inherent Limitations of Internal Financial Controls over FinancialReporting

Because of the inherent limitations of internal financial controls over financialreporting, including the possibility of collusion or improper managementoverride of controls, material misstatements, due to error or fraud may occurand not be detected. Also, projections of any evaluation of the internal financialcontrols over financial reporting to future reporting to future periods are subjectto the risk that the internal financial control over financial reporting maybecome inadequate because of changes in conditions, or that the degree ofcompliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internalfinancial controls system over financial reporting and such internal financialcontrols over financial reporting were operating effectively as at 31st March,2016, based on the internal control over financial reporting criteria establishedby the Company considering the essential components of internal controlstated in the Guidance Note on Audit of Internal Financial Controls overFinancial Reporting issued by the Institute of Chartered Accountants of India.

For Satyendra Mrinal and AssociatesChartered Accountants

FRN: 017068N

S. K. JainPlace: New Delhi PartnerDate: 11/05/2016 M.NO.086103

I . EQUITY AND LIABILITIES(1) Shareholder’s Funds

(a) Share Capital 2 35,500,000.00 35,500,000.00(b) Reserves and Surplus 3 680,380.74 677,253.11(c) Money received against share warrants - 36,180,380.74 - 36,177,253.11

(2) Share application money pending allotment - -(3) Non-Current Liabilities

(a) Long-term borrowings - -(b) Deferred tax liabilities (Net) - -(c) Other Long term liabilities - -(d) Long term provisions - - - -

(4) Current Liabilities(a) Short-term borrowings - -(b) Trade payables 4 23,850,347.25 23,112,275.00(c) Other current liabilities 5 313,281.00 191,687.00(d) Short-term provisions - 24,163,628.25 - 23,303,962.00Total 60,344,008.99 59,481,215.11

I I . ASSETS(1) Non-current assets

(a) Fixed assets 6 (i) Tangible assets 49,025.00 130,354.00 (ii) Intangible assets - - (iii) Capital work-in-progress - - (iv) Intangible assets under development - -(b) Non-current investments 7 8,015,000.00 8,015,000.00(c) Deferred tax assets (net) 4,133.00 279,258.00(d) Long term loans and advances 8 12,321,601.00 7,945,000.00(e) Other non-current assets - 20,389,759.00 - 16,369,612.00

(2) Current assets(a) Current investments - -(b) Inventories - -(c) Trade receivables 9 39,310,544.46 39,509,519.46(d) Cash and cash equivalents 10 194,362.53 2,992,069.65(e) Short-term loans and advances 11 164,823.00 176,397.00(f) Other current assets 12 284,520.00 39,954,249.99 433,617.00 43,111,603.11Total 60,344,008.99 59,481,215.11

Significant Accounting Policies and otherinformation on financial Statements 1-27

Amount in Particulars Note As At As At

No. 31.03.2016 31.03.2015

OMANSH ENTERPRISES LIMITEDRegd off: SHOP NO. QD-37, DDA MARKET, PITAMPURA NEW DELHI-110034

BALANCE SHEET AS AT 31ST MARCH, 2016

In terms of our report attached For and on behalf of the Board of DirectorsFor Satyendra Mrinal & Associates For Omansh Enterprises LimitedChartered AccountantsFRN: 017068NS.K. Jain Radhey Shayam Gaurav Mutreja Praveen KumarPartner Whole Time Director Director Company Secretary & CFOM.No. 086103 DIN: 01992580 DIN: 00708580 M.No. : A32898Place : New DelhiDated : 11-05-2016Omansh Enterprises L imitedRegd. Off . : Shop No. 37, QD Block,DDA Market, Pi tampura, New Delhi – 110034CIN: L21011DL1974PLC241646Emai l ID: in fo@omanshenterpr ises.com


I. Revenue from operations 20 21,380,043.25 20,924,792.00II. Other Income 21 1,657,073.00 1,405,952.00III. Total Revenue I+II 23,037,116.25 22,330,744.00IV. Expenses:Purchase of Stock-in-Trade (Net of Return) 20,191,772.90 20,309,965.00Changes in inventories of finished goods,work-in-progress and Stock-in-Trade 22 - -Employee benefit expense 23 921,000.00 629,077.00Financial costs 24 3,711.12 3,006.32Depreciation and amortization expense 25 223,589.00 358,541.00Other expenses 26 1,302,409.60 707,241.25IV. Total Expenses 22,642,482.62 22,007,830.57V. Profit before exceptional and extraordinary

items and tax III-IV 394,633.63 322,913.43VI. Exceptional Items - -VII. Profit before extraordinary items and tax V-VI 394,633.63 322,913.43VIII. Extraordinary Items - -IX. Profit before tax VII-VIII 394,633.63 322,913.43X. Tax expense:(1) Current tax 116,381.00 87,228.00(2) Deferred tax 275,125.00 (7,926.00)XI . Profit(Loss) from the perid from

continuing operations IX-X 3,127.63 243,611.43XII. Profit/(Loss) from discontinuing operations - -XIII. Tax expense of discounting operations - -XIV. Profit/(Loss) from Discontinuing operations XII-XIII - -XV. Profit/(Loss) for the period XI+XIV 3,127.63 243,611.43XVI. Earning per equity share: 27(1) Basic 0.00 0.01(2) Diluted 0.00 0.01

Amount in

Particulars Note 2015-16 2014-15No.

OMANSH ENTERPRISES LIMITEDSTATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED 31ST MARCH, 2016



CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2016Amount in

Particulars 2015-16 2014-15

A. Cash Flow from Operating Activities :Profit/(Loss) before Taxation 394,634 322,913Adjustments for :Depreciation 81,329 216,281Preliminary expenses 142,260 142,260Loss / (Profit) on Sale of assets - -Finance cost 3,711 3,006Interest Income - -Operating Profit/(Loss) before Working Capital Changes 621,934 684,461Adjustments for :Trade and Other Receivables 198,975 1,102,834Inventories - -Loans and Advances (4,365,027) 8,025,511Trade and Other Payables 859,666 (7,347,621)Provisions - -Other current Assets 6,837 (6,837)Cash Generated from Operations (2,677,615) 2,458,347Direct Tax Paid (116,381) (508,836)Net Cash generated from Operating Activities (2,793,996) 1,949,511

B. Cash Flow from Investing ActivitiesPurchase of Fixed Assets - -Sale of assets - -Investments - (15,000)Interest Income - -Net Cash used in Investing Activities - (15,000)

C. Cash Flow from Financing ActivitiesProceeds of Borrowings - -Finance cost (3,711) (3,006)Net Cash generated from in Financing Activities (3,711) (3,006)Ne t In crea se /( De creas e) i n Ca sh a nd Cas h E qu iv al en ts ( A+B+C) (2,797,707) 1,931,505Cash and Cash Equivalents: Opening 2,992,070 1,060,565Cash and Cash Equivalents: Closing 194,362 2,992,070

Notes:1. The above Cash Flow Statement has been prepared under the indirect method as set out in the Accounting

Standard on Cash Flow Statement (AS-3)2. Figures in Brackets indicate Cash Outflow.3. Previous Year’s figures have been recast, regrouped and restated where ever necessary.



Notes Forming Part of Financial StatementsNOTE: 1A. CORPORATE INFORMATION

The company is engaged in the business of trading in Cloth/Clothing/Fabric in India, the disclosure requirements of Accounting Standard-17Segment Reporting are not applicable.

B. SIGNIFICANT ACCOUNTING POLICIES :1. BASIS OF PREPARATION

The accompanying financial statements have been prepared andpresented as a going concern, under historical cost convention, on theaccrual basis of accounting unless otherwise stated in accordance withthe generally accepted accounting principles in India (Indian GAAP) andcomply with the Accounting Standards specified under Section 133 of theCompanies Act, 2013 (The Act), read with paragraph 7 of the Companies(Accounts) Rules, 2014 and relevant provisions of the Companies Act,2013.The accounting policies have been consistently applied by the Companyand are consistent with those used in the previous year.All assets and liabilities have been classified as current or non-currentas per the Company’s normal operating cycle, and other criteria set out inthe Schedule III of the Companies Act, 2013. Based on the nature ofproducts and the time between the acquisition of assets for processingand their realisation in cash and cash equivalents, the Company hasascertained its operating cycle as up to twelve months for the purpose ofcurrent/non-current classification of assets and liabilities.

2. USE OF ESTIMATESThe preparation of financial statements in conformity with Indian GAAPrequires the management to make judgements, estimates andassumptions that affect the reported amounts of revenues, expenses,assets and liabilities, and disclosure of contingent liabilities, at the endof the reporting period. Although, these estimates are based on themanagement’s best knowledge of current events and actions, uncertaintyabout these assumptions and estimates could result in the outcomesrequiring a material adjustment to the carrying amounts of assets orliabilities in future periods.Significant estimates used by the management in the preparation of thesefinancial statements include the useful life of fixed assets and intangibleassets and provisions for doubtful debts/advances. Difference, if any,between the actual results and estimates are recognized in the period inwhich the results are known/ materialized.

3. FIXED ASSETS AND DEPRECIATIONFixed assets are recorded at cost of acquisition and installation includingfreight, duties, levies less accumulated depreciation. Cost of acquisitionincludes rates, taxes, and any other directly attributable cost for bringingthe asset to its working condition for intended use.Depreciation on Tangible Fixed Assets is provided on Written Down Valuemethod using the rates arrived at based on the useful lives as specifiedin the Schedule II of the Companies Act, 2013, or estimated by themanagement. The Company has used the following useful life to providedepreciation on its fixed assets.

A : Assets where useful life is same as Schedule IIAssets Useful Life as Prescribed by Schedule II of

the Companies Act, 2013Factory Building 30 yearsPlant & Machinery (other than continuous process 15 yearsplant not covered under specific industries)Furniture & Fittings 10 yearsMotor Cycles, scooters and other mopeds 10 yearsVehicles (Motor Cars) 8 yearsOffice Equipments 5 yearsComputer, printers & data processing units 3 yearsElectrical Installations 10 years

B: Assets where useful life differ from Schedule IIFixed Assets, individually costing less than Rupees five thousand, arefully depreciated in the year of purchase.

C. DepreciationDepreciation on the Fixed Assets added/disposed off/discarded duringthe year is provided on pro-rata basis with reference to the date of addition/disposal/discarding and in the case of capitalisation of any asset,depreciation is charged from the date the same is ready/put to use to theStatement of Profit and Loss.

4. INTANGIBLE ASSETS AND AMORTISATIONIntangible Assets are stated at acquisition cost, net of accumulatedamortisation and accumulated impairment losses, if any. Intangibleassets are amortised on a straight-line basis over their estimated usefullives.

The Company amortises miscellaneous expenditure representing theCompany’s formation expenses over a period of 5 years. Further, the costof Direct Listing of Equity Shares on BSE Limited has also been includedin the same.

5. BORROWING COSTSBorrowing Costs attributable to acquisition and construction of qualifyingassets are capitalised as a part of the cost of such assets up to the datewhen such assets are ready for its intended use. Other borrowing costsare charged to the Statement of Profit and Loss in the period in which theyare incurred.

6. FOREIGN CURRENCY TRANSACTIONSThe Company has not dealt with any foreign currency transaction duringthe Financial Year.

7. INVESTMENTSInvestments, which are readily realisable and intended to be held for notmore than one year from the date on which such investments are made,are classified as current investments. All other investments are classifiedas long-term investments.Investments are recorded at cost on the date of purchase, which includeacquisition charges such as brokerage, stamp duty, taxes, etc. CurrentInvestments are stated at lower of cost and net realisable value. Long-term investments are stated at cost after deducting provisions made, ifany, for other than temporary diminution in the value.

8. REVENUE RECOGNITIONRevenue is recognised to the extent that it is probable that the economicbenefits will flow to the Company and can be reliably measured.Revenue from sale of products is recognised when the significant risksand rewards of ownership of the goods have passed to the buyer. Sale ofgoods are recorded net of trade discounts, rebates, Sales Tax, ValueAdded Tax and gross of Excise Duty.Interest income is recognized on a time proportion basis taking intoaccount the amount outstanding and the rate applicable.Dividend income on investments is accounted for on receipt of the same.All expenses and income to the extent considered payable and receivablerespectively unless specifically stated be otherwise, are accounted for onmercantile basis.

9. RETIREMENT AND OTHER EMPLOYEE BENEFITS(a) Provident FundProvision of Provident Fund is not applicable to the Company.


(b) GratuityNo provision for gratuity has been made as there is no amount duetowards Gratuity payable.(c) Compensated LeavesUnutilized leave of staff lapses as at the year end and is not encashable.Accordingly, no provision is made for compensated Leaves.

10. TAXATIONTax expense comprises of current and deferred tax.Current TaxProvision for current tax is made after taking into consideration benefitsadmissible under the provisions of the Income-tax Act, 1961. MinimumAlternative Tax (MAT) credit is recognized where there is convincingevidence that the same can be utilized in future.Current tax assets and current tax liabilities are offset when there is alegally enforceable right to set off the recognized amounts and there is anintention to settle the asset and the liability on a net basis.Deferred TaxThe deferred tax for timing differences between the book and tax profitsfor the year is accounted for, using the tax rates and laws that have beensubstantively enacted as of the Balance Sheet date. Deferred tax assetsarising from timing differences are recognised to the extent there isreasonable certainty that these would be realised in future.The carrying amount of deferred tax assets are reviewed at each BalanceSheet date. The Company writes down the carrying amount of a deferredtax asset to the extent that it is no longer reasonably certain, that sufficientfuture taxable income will be available against which deferred tax assetcan be realised. Any such write-down is reversed to the extent that itbecomes reasonably certain, that sufficient future taxable income will beavailable.In case of unabsorbed losses and unabsorbed depreciation, all deferredtax assets are recognised only if there is virtual certainty supported byconvincing evidence that they can be realised against future taxable profit.At each Balance Sheet date, the Company reassesses the unrecogniseddeferred tax assets.

11. CASH FLOW STATEMENTCash flows are reported using the indirect method, whereby the net profitbefore tax is adjusted for the effects of transactions of a non-cash nature,any deferrals or accruals of past or future operating cash receipts orpayments and item of income or expenses associated with investing or

financing cash flows. The cash flows from operating, investing andfinancing activities of the Company are segregated.

12. EARNINGS PER SHAREBasic earnings per share are calculated by dividing the net profit for theyear attributable to equity shareholders (after deducting preferencedividends and attributable taxes, if any) by the weighted-average numberof equity shares outstanding during the period. The weighted-averagenumber of equity shares outstanding during the period and for all periodspresented is adjusted for events such as bonus issue; bonus element ina rights issue to existing shareholders; share split; and reverse sharesplit (consolidation of shares) that have changed the number of equityshares outstanding, without a corresponding change in resources.For the purpose of calculating diluted earnings per share, the net profit orloss for the year attributable to equity shareholders and the weighted-average number of shares outstanding during the period are adjusted forthe effects of all dilutive potential equity shares.

13. CONTINGENT LIABILITIES AND PROVISIONSContingent Liabilities are possible but not probable obligations as onBalance Sheet date, based on the available evidence.Provisions are recognised when there is a present obligation as a resultof past events, and it is probable that an outflow of resources will berequired to settle the obligation, in respect of which a reliable estimatecan be made.Provisions are not discounted to its present value and are determinedbased on best estimate required to settle the obligation at the BalanceSheet date.

C. OTHER SIGNIFICANT NOTES :1. In the opinion of the Company’s management, the value of Inventories,

loans & advances, trade receivables and other current/non-current assetsare not less than the amount at which they are stated in the balancesheet.

2. There are no dues to micro and small-scale enterprises as per TheMicro, Small and Medium Enterprises Development Act, 2006 based oninformation available with the Company.

3. The management has confirmed that adequate provisions have beenmade for all the known and determined liabilities and the same is not inexcess of the amounts reasonably required.

4. No expenses have been admitted other than those reflected in financialStatements.


OMANSH ENTERPRISES LIMITEDRegd off: SHOP NO. QD-37, DDA MARKET, PITAMPURA NEW DELHI-110034

Notes on Finacial Statements for the Year ended 31st March 2016

Previous year figures have been regrouped/re-calssified, wherever necessary to conform to currentyear presentation .

2. SHARE CAPITAL

Share Capital 31.03.2016 31.03.2015Number Amount Number Amount

AuthorisedEquity Shares of Rs. 2/- each 17,750,000 35,500,000.00 17,750,000 35,500,000.00IssuedEquity Shares of Rs. 2/- eachSubscribed & Paid upEquity Shares of Rs. 2/- each 17,750,000 35,500,000.00 17,750,000 35,500,000.00Subscribed but not fully Paid upEquity Shares of Rs.2/- each not ful ly paid - - - -Total 17,750,000 35,500,000 17,750,000 35,500,000

2.2. The reconciliation of the number of shares outstanding is set our below :-

Particulars Equity Shares

Number Amount

Shares outstanding at the beginning of the year 17,750,000 35,500,000Shares Issued during the year - -Shares bought back during the year - -Shares outstanding at the end of the year 17,750,000 35,500,000

2.3. The detail of shareholders holding more than 5% shares :-

NAME OF SHARE HOLDER 31.03.2016 31.03.2015NO. OF % OF NO. OF % OF

SHARES HELD HOLDING SHARES HELD HOLDING

J K Latelier Limited 2,500,000 14% 2,500,000 14%Nau-Nidh Finance Limited 2,500,000 14% 2,500,000 14%Total 5,000,000 28% 5,000,000 28%

2.4. Change in capital for the period of 5 yrs immediately preceding the date as at which the BalanceSheet is prepared due to :-Particulars Year (Aggregate No. of Shares)

31.03.12 31.03.13 31.03.14 31.03.15 31.03.16Equity Shares :Fully paid up pursuant to contract(s)without payment being received in cash - - - - -Fully paid up by way of bonus shares - - - - -Shares bought back - - - - -

2.5. Details of Unpaid calls relating to :-

Unpaid Calls Amount

By Directors -By Officers -

2.6. The company do not have any preference shares capital

2.7. All equity shares of the company rank parri passu with regards to the rights, preferences &restrictions attaching them.

2.8. Forfeited shares (amount originally paid up) : NIL

2.9. The company do not have any holding company

3. RESERVES & SURPLUSParticulars 31.03.2016 31.03.2015

Amount AmountA. Investment AllowanceOpening Balance 210,959.04 210,959.04Addition - -Deletions - -Closing Balance 210,959.04 210,959.04B. Capital ReserveOpening Balance 2,890,515.00 2,890,515.00Additions - -Deletions - -Closing Balance 2,890,515.00 2,890,515.00C. SurplusOpening balance (2,424,220.93) (2,246,224.00)


Particulars 31.03.2016 31.03.2015Amount Amount

(+) Net Profit/(Net Loss) For the current year 3,127.63 243,611.43(+) Transfer from Reserves - -(-) Proposed Dividends/Interim Dividends - -(-) prov for tax for prvs years/fbt - 421,608.36(-) Depreciation difference due to CA, 2013 - -Closing Balance (2,421,093.30) (2,424,220.93)Total 680,380.74 677,253.11

4. TRADE PAYABLES


a. Trade Payables 23,850,347.25 23,112,275.00b. Others - -

Total 23,850,347.25 23,112,275.00

5. OTHER CURRENT LIABILITIESParticulars 31.03.2016 31.03.2015

Amount Amount

(a) Current maturities of long-term debt (refer Note No. 3) - -(b) Interest accrued but not due on borrowings - -(c) Interest accrued and due on borrowings - -(d) Income received in advance - -(e) Other payables * 290,381.00 141,228.00(f) audit fee 22,900.00 50,459.00

Total 313,281.00 191,687.00

* Includes statutory dues, security deposit, Rent Payable and advance from customers

7. NON CURRENT INVESTMENTSParticulars 31.03.2016 31.03.2015

Amount AmountTrade Investments - -Total (A) - -Other Investments(a) Investment in Equity instruments 8,015,000.00 8,015,000.00(b) Other non-current investments - -Total (B) 8,015,000.00 8,015,000.00Grand Total (A + B) 8,015,000.00 8,015,000.00Less : Provision for dimunition in the value of Investments - -Total 8,015,000.00 8,015,000.00


Aggregate amount of quoted investments (Market value ofRs.62,97,500/- (Previous Year Rs. 63,03,225/-) 8,015,000.00 8,015,000.00Aggregate amount of unquoted investments (Previous Year ‘NIL’) - -

8. LONG TERM LOANS & ADVANCES (Unsecured and Considered Good)Particulars 31.03.2016 31.03.2015

Amount AmountCapital Advances - -Other loans and advances 12,321,601.00 7,945,000.00Total 12,321,601.00 7,945,000.00

8.1 Loans and advances due by directors / officers or any of their related party : Nil(Previous year : NIL)

9. TRADE RECEIVABLES(Unsecured and Considered Good)


Over six months 38,260,544.46 39,160,544.46Others 1,050,000.00 348,975.00Total 39,310,544.46 39,509,519.46

9.1 Trade Receivable stated above due to directors / officers or any of their related party : Nil(Previous year : NIL)


6. FIXED ASSETS

Gross Block Accumulated Depreciation Net BlockParticulars Balance Additions/ Acquired Revalua- Balance Balance Depre- Adjust- On balance Balance Balance

as at (Disposals) through tions/ as at as at ciation ment due dis- as at as at as at1/4/15 business (impair- 31/3/16 1/4/15 for the to reval- posals 31/3/16 31/3/16 31/3/15

combin- ments) Year uationsnations

A Tangible AssetsOWN ASSETS :L a n d - - - - - - - - - - - -Build ings - - - - - - - - - - - -Plant and Equipment - - - - - - - - - - - -Furnit ure and Fi xtures - - - - - - - - - - - -Vehicles - - - - - - - - - - - -Off ice e quipment - - - - - - - - - - - -Compu ters 5 77,7 25. 00 - - - 5 77,7 25. 00 4 47,3 71. 00 81 ,329 .00 - - 5 28,7 00. 00 49 ,025 .00 1 30,3 54. 00Electr ica l Installat ions - - - - - - - - - - - - Sub-Total 5 77,7 25. 00 - - - 5 77,7 25. 00 4 47,3 71. 00 81 ,329 .00 - - 5 28,7 00. 00 49 ,025 .00 1 30,3 54. 00LEASED ASSETS :Plant and Equipment - - - - - - - - - - - -Others (specify nature) - - - - - - - - - - - - Sub-Total - - - - - - - - - - - -Total A 577,725.00 - - - 577,725.00 447,370.00 81,329.00 - - 528,700.00 49,025.00 130,354.00

B Intangible AssetsGo odwi ll - - - - - - - - - - - -Others (specify nature) - - - - - - - - - - - -Total B - - - - - - - - - - - -Total A+B 5 77,7 25. 00 - - - 5 77,7 25. 00 4 47,3 71. 00 81 ,329 .00 - - 5 28,7 00. 00 49 ,025 .00 1 30,3 54. 00PREVIOUS YEAR 5 77,7 25. 00 - - - 5 77,7 25. 00 2 31,0 90. 00 2 16,2 81. 00 - - 4 47,3 71. 00 1 30,3 54. 00 3 46,6 35. 00

C Capita l Work In Progress - - - - - - - - - - - -D Intangib le assets under

De ve lop me nt - - - - - - - - - - - -Note : Depreciation on f ixed assets has been provided as per WDV method given in the Companies Act, 2013.

Name of Assets Realisable Value Value in Balance Sheet Opinion of BoardNIL

17. The balances of sundry creditors, sundry debtors and other parties are subject to confirmation.18. The Company has no subsidiaries.19. During the year under reference the Company did not have any employee(s) drawing remuneration

equal to or more than the prescribed limits

20. REVENUE FROM OPERATIONSParticulars 31.03.2016 31.03.2015

Amount AmountSale of products (Net of Returns) 20,847,079.50 20,537,042.00Other operating revenues 532,963.75 387,750.00Total 21,380,043.25 20,924,792.00

PARTICULARS OF SALE OF PRODUCTSParticulars 31.03.2016 31.03.2015

Amount Amount

Fabrics/Cloth 20,847,079.50 20,537,042.00Others - -Total 20,847,079.50 20,537,042.00

21. OTHER INCOMEParticulars 31.03.2016 31.03.2015

Amount AmountInterestBank Interest Income 118,670.00 6,837.00Other Interest Income 1,529,557.00 1,376,215.00Interest on Income Tax Refund 3,121.00 -Dividend 5,725.00 22,900.00Net Gain on sale of Investments - -Net gain or loss on foreign currency transaction and translation - -Other non-operating income (net of expenses directly attributable to such income) - -Total 1,657,073.00 1,405,952.00

EXPENSES


10. CASH AND CASH EQUIVALENTSParticulars 31.03.2016 31.03.2015

Amount AmountBalances with banks* 30,213.55 89,160.67Bank deposits* - 2,700,000.00Cash in hand 164,148.98 202,908.98Others (specify nature) - -Total 194,362.53 2,992,069.65* Deposits with banks include, deposit of Rs.NIL (Prev.Yr : Rs.27 Lacs) within the maturity of 12

months.* Bank Deposits include, deposit of Rs.NIL (Prev.Yr : Rs. ) given as security for LC

11. SHORT TERM LOANS & ADVANCES (Unsecured and Considered Good)Particulars 31.03.2016 31.03.2015

Amount AmountLoans and advances to related parties - -Other loans and advances 164,823.00 176,397.00Total 164,823.00 176,397.00

11.1 Loans and advances due by directors / officers or any of their related party : NIL (Prvs Yr : NIL)

12. OTHER CURRENT ASSETS


Interest Accrued on Investments - 6,837.00Others (includes preliminary exp. to the extent not w/off or adj) 284,520.00 426,780.00Total 284,520.00 433,617.00

13. Contingent liabilities and commitments (to the extent not provided for) : NIL (Prvs Yr : NIL)14. The management confirms that adequate provisions have been made for all the known and

determined liabilities and the same is not in excess of the amounts reasonably required15. No expenses have been admitted other than those reflected in financial Statements16. Disclosure as to relisable value :

In the opinion of the Board, all assets other than fixed assets and non current investments, have arealisable value in the ordinary course of business which is not different from the amount at which itis stated, except as stated below:

26. OTHER EXPENSES

Particulars 2015-16 2014-15Amount Amount

Administrative Charges 58,466.00 52,454.00Advertisement Charges 41,888.00 33,763.00Conveyance 110,634.00 74,304.00Dematerialisation Expenses 38,850.00 39,202.00Electricity & Water Expenses 79,910.00 38,446.00Fees To RTA 30,884.00 30,337.00Fees To Stock Exchanges 2,733.00 11,236.00Filing Fees 9,600.00 9,200.00Interest/Penalty On Income Tax/Vat/TDS 8,000.00 0.00Listing Fees 228,000.00 134,832.00Meeting Expenses 80,800.00 50,000.00Misc Expenses 96,554.60 85,695.25Payments To Auditors 22,900.00 22,472.00Postage & Telegram 10,314.00 5,295.00Printing & Stationery 56,974.00 25,980.00Professional Fees 14,000.00 85,000.00Staff welfare expenses 56,204.00 -Rent 342,000.00 0.00Telephone Expenses 10,748.00 6,755.00Website Expenses 2,950.00 2,270.00Total 1,302,409.60 707,241.25

PAYMENT TO AUDITORSParticulars 2015-16 2014-15

Amount AmountAuditor 22,900.00 22,472.00Reimbursement of expenses - -Total 22,900.00 22,472.00

27. EARNING PER SHARE


Net Profit after tax as per statement of profit & lossattributable to Equity Shareholders 3,127.63 243,611.43Weighted Average number of equity shares used asdenominator for calculating EPS 17,750,000 17,750,000Basic and Diluted EPS (Rs) 0.00 0.01Face Value per Equity Shares (Rs.) 2.00 2.00

Related parties as per AS 18 with whom transactions have taken place during the yearThere is no related party transactions during the Financial Year.


22. CHANGES IN INVENTORIES OF FINISHED GOODS,STOCK-IN-PROCESS AND STOCK-IN-TRADE


Investories (at commencement)Finished Goods - -Stock in trade - -Stock in Process - -Others - -Sub-total - -Investories (at close)Finished Goods - -Stock in trade - -Stock in Process - -Others - -Sub-total - -Total - -

23. EMPLOYEE BENEFITS EXPENSE


Salary & Wages 921,000.00 629,077.00Staff welfare expenses - -Others - -Total 921,000.00 629,077.00

24. FINANCE COSTS


Bank Charges 3,711.12 3,006.32Other borrowing costs - -Total 3,711.12 3,006.32

25. DEPRECIATION AND AMORTISATION EXPENSES


Depreciation 81,329.00 216,281.00Amortisation of expenses 142,260.00 142,260.00Others - -Total 223,589.00 358,541.00


NOTICENotice is hereby given that the 42nd Annual General Meeting of the Membersof M/s Omansh Enterprises Limited will be held on Thursday the 29th day ofSeptember, 2016 at 10:30 A.M. at Twist ’n’ Turn Banquet, 226-227 Shop inPark Mall, Shalimar Bagh, New Delhi 110088, to transact the followingbusinesses:

Ordinary Business:

1. To receive, consider and adopt the Audited Financial Statements forthe Financial Year ended 31st March, 2016 including the Reports ofthe Auditors’ and the Board of Directors’ thereon.

2. To appoint a Director in place of Ms. Reena Sharma (DIN: 06883803),who retires by rotation and being eligible, offers herself for re-appointment.

3. Appointment of Auditors:

To consider and if thought fit, to pass the following resolutionas an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of section 139 andother applicable provisions, if any, of the Companies Act, 2013 andthe Rules framed thereunder, as amended from time to time, theCompany hereby ratifies the appointment of M/s Satyendra Mrinal &Associates, Chartered Accountants, New Delhi, as Auditors of theCompany to hold office from the conclusion of this Annual GeneralMeeting (AGM) till the conclusion of the 43rd AGM of the Company tobe held in the year 2017 at such remuneration plus service tax, asmay be mutually agreed between the Board of Directors of the Companyand the Auditors.”

Special Business

4. Appointment of Mr. Radhey Shayam as Director

To Consider and if thought fit, to pass, the following resolutionas an Ordinary Resolution:

“RESOLVED THAT Mr. Radhey Shayam (DIN: 01992580), who wasappointed as an Additional Director of the Company with effect from

27th February, 2016 by the Board of Directors and who holds officeupto the date of this Annual General Meeting of the Company underSection 161(1) of the Companies Act, 2013 (the Act), who is eligiblefor appointment and in respect of whom the Company has received anotice in writing under Section 160(1) of the Act from a Memberproposing his candidature for the office of Director, be and is herebyappointed a Director of the Company.”

5. Appointment of Mr. Radhey Shayam as the Whole Time Director


“RESOLVED THAT pursuant to the provisions of Sections 196, 197,203 and any other applicable provisions of the Companies Act, 2013and the rules made thereunder (including any statutory modification(s)or re-enactment thereof), read with Schedule V to the CompaniesAct, 2013 and pursuant to the Articles of Association of the Company,the consent of the Company be and is hereby accorded to theappointment of Mr. Radhey Shayam (DIN: 01992580), as Whole-timeDirector of the Company, liable to retire by rotation for a period ofthree years commencing from 27.02.2016.

“RESOLVED FURTHER THAT Mr. Radhey Shayam shall not drawany remuneration from the Company unless otherwise re-consideredby the Board any time during his tenure as the Whole Time Director.”

6. Appointment of Ms. Reena Sharma as Director


“RESOLVED THAT Ms. Reena Sharma (DIN: 06883803), who wasappointed as an Additional Director of the Company with effect from7th October, 2015 by the Board of Directors and who holds office uptothe date of this Annual General Meeting of the Company under Section161(1) of the Companies Act, 2013 (the Act), who is eligible forappointment and in respect of whom the Company has received anotice in writing under Section 160(1) of the Act from a Memberproposing her candidature for the office of Director, be and is herebyappointed a Director of the Company.”


7. Appointment of Ms. Reena Sharma as the Managing Director


“RESOLVED THAT pursuant to the provisions of Section 196, 197and 203 read with Schedule V and other applicable provisions, if any,of the Companies Act, 2013 and Articles of Association of the Companyand the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014 including any amendments thereto and there-enactments thereof, also in terms of the approval accorded by theBoard of Directors and the Nomination & Remuneration Committee,consent of members be and is hereby accorded for appointment ofMs. Reena Sharma(DIN: 06883803) as the Managing Director of theCompany, liable to retire by rotation for a period of three years witheffect from 7th October, 2015.

“RESOLVED FURTHER THAT Ms. Reena Sharma shall not drawany remuneration from the Company unless otherwise re-consideredby the Board any time during her tenure as the Managing Director.”

For and on Behalf of the BoardFor Omansh Enterprises Limited

Radhey ShayamDate:12th August, 2016 Whole Time DirectorPlace: New Delhi DIN:01992580


Notes:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUALGENERAL MEETING (THE “MEETING”) IS ENTITLED TO APPOINTA PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOT BE A MEMBER OF THECOMPANY. THE PROXY FORM IN ORDER TO BE EFFECTIVE MUSTBE DEPOSITED WITH THE COMPANY NOT LESS THAN 48 HOURSBEFORE THE TIME FIXED FOR COMMENCEMENT OF THEMEETING

2. A person can act as proxy on behalf of members not exceedingfifty and holding in aggregate not more than ten percent of thetotal share capital of the Company carrying voting rights. Amember holding more than ten percent of the total share capitalof the Company carrying voting rights may appoint a singleperson as proxy and such person shall not act as proxy for anyother person or shareholder. Corporate Members intending to sendtheir authorised representatives are requested to send a duly certifiedcopy of the Board Resolution authorizing the representatives to attendand vote on their behalf at the Meeting.

3. The Register of Members and the Share Transfer Book of the Companyshall remain closed from Thursday 29th September 2016 to Sunday2nd October 2016 (both days inclusive).

4. Details under Regulation 36(3) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015 and SS-2 i.e. SecretarialStandards on General Meetings in respect of the Directors seekingappointment/reappointment at the Meeting is annexed to the Noticeas Annexure–I.


5. Notice of the Meeting of the Company, inter alia, indicating the processand manner of e–voting along with Attendance Slip and Proxy Form isbeing sent to the members, whose email ids are registered with theCompany and Depository Participant(s) for communication purposesunless any member has requested for a hard copy of the same.

6. Members may also note that the Notice of the Meeting and the AnnualReport wil l also be available on the Company’s websitewww.omanshenterprises.com for download. The physical copies ofthe aforesaid documents will also be available at the Company’sRegistered Office for inspection at any time between 10:00 a.m. to1:00 p.m. on any Monday to Friday upto the date of Meeting. Evenafter registering for e-communication, members are entitled to receivesuch communication in physical form, upon making a request for thesame, by post free of cost. For any communication, the shareholdersmay also send requests to the Company’s investor email ID i.e.,[email protected].

7. Members who have not registered their e-mail addresses so farare requested to register their e-mail address for receiving allcommunications including Annual Report, Circulars, etc. fromthe Company electronically.

8. Voting through electronic means:

(i) In compliance with provisions of section 108 of the Act andRule 20 of The Companies [Management and Administration]Rules, 2014 and Regulation 44 of the SEBI (Listing Obligations& Disclosure Requirements) Regulations, 2015, the Companyis providing e-voting facility as an alternative mode of votingwhich will enable the members to cast their votes electronically.

Necessary arrangements have been made by the Company withCentral Depository Services [India] Limited [CDSL] to facilitatee-voting. The detailed process, instructions and manner foravailing e-Voting facility is annexed to the Notice as Annexure–II.

(ii) Members who have cast their vote by remote e-voting prior tothe meeting may also attend the meeting but shall not be entitledto cast their vote again.Members can opt for only one mode ofvoting i.e. either by e-voting or poll paper. In case Memberscast their votes through both the modes, voting done by e-votingshall prevail and votes cast through Poll Paper shall be treatedas invalid.

(iii) The e-voting period commences on Monday, 26th September2016 [9:00 a.m.] and ends on Wednesday, 28th September 2016[5:00 p.m.]. During this period, Members holding shares eitherin physical form or demat form, as on 23rd September 2016 i.e.cut-off date, may cast their vote electronically. The e-votingmodule shall be disabled for voting thereafter. Once the vote ona resolution is cast by the Member, he / she shall not be allowedto change it subsequently or cast vote again.

(iv) The voting rights of members shall be in proportion to their sharesin the paid up equity share capital of the Company as on cut-offdate. A person, whose name is recorded in the register ofmembers or in the register of beneficial owners maintained bythe depositories as on cut-off date only shall be entitled to availfacility of remote e-voting and poll process at the venue of themeeting.

(v) Any person, who acquires shares of the Company and becomesa member of the Company after dispatch of the Notice andholding shares as on cut-off date, may cast vote after followingthe instructions for e-voting as provided in the Notice convening

44Omansh Enterprises Limited Annual Report 2015-2016 60 44Omansh Enterprises Limited Annual Report 2015-2016 61

the Meeting, which is available on the website of the Companyand CDSL. However, if you are already registered with CDSL forremote e-voting then you can use your existing User ID andpassword for casting vote.

(vi) Ms. Anju Yadav, Practicing Company Secretary [MembershipNo. A32111] has been appointed as the Scrutinizer to scrutinizethe voting and remote e-voting process in a fair and transparentmanner. The Scrutinizer shall, immediately after the conclusionof voting at the meeting, would count the votes cast at themeeting, thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in theemployment of the Company and make, not later than 48 hoursfrom conclusion of the meeting, a consolidated Scrutinizer’sReport of the total votes cast in favour or against, to the Chairman,who shall countersign the same.

(vii) The results declared along with the Scrutinizer’s Report shallbe placed on the Company’s websitewww.omanshenterprises.com and on the website of CDSL i.e.,www.evotingindia.com immediately after the result is declared.The Company shall simultaneously forward the results to BSELimited [BSE], where the equity shares of the Company arelisted.

9. The route map giving the directions, to the venue of the AGM is annexedto the Notice as Annexure–III.

10. REQUEST TO MEMBERS

(i) Members/Proxies attending the meeting are requested to bringtheir attendance slip along with their copy of Annual Report tothe Meeting.

(ii) Queries proposed to be raised at the Annual General Meetingmay be sent to the Company at its registered office at leastseven days prior to the date of AGM to enable the managementto compile the relevant information to reply the same in themeeting.

(iii) Members holding shares in demat form are requested to intimateall changes pertaining to their bank details, National ElectronicClearing Service [NECS], Electronic Clearing Services [ECS]mandates, nominations, power of attorneys, change in address,change of name, email address, contact numbers, etc. to theirDepository Participant [DP]. Changes intimated to the DP willthen be automatically reflected in the Company’s records whichwill help the Company and the Company’s Registrar and TransferAgents to provide efficient and better services. Members holdingshares in physical form are requested to intimate such changesto Registrar and Transfer Agents of the Company.

(iv) In case of joint holders attending the Meeting, only such jointholder who is higher in the order of names will be entitled tovote. Members who hold shares in physical form in multiplefolios in identical names or joint holding in the same order ofnames are requested to send the share certificates to Registrar,for consolidation into a single folio.

(v) The Securities and Exchange Board of India (SEBI) hasmandated the submission of Permanent Account Number (PAN)by every participant in securities market. Members holdingshares in electronic form are, therefore, requested to submittheir PAN to their Depository Participants with whom they aremaintaining their demat accounts. Members holding shares inphysical form can submit their PAN details to the Company /registrar and Share Transfer Agents.


Annexure-I to the Notice dated 12th August, 2016- Details of Directorseeking Appointment/ Reappointment

Name of Director Reena Sharma Radhey Shayam

Age 43 years 36 years

Date of Appointment 7th October, 2015 27th February, 2016by the Board ofDirectors

Brief Resume and Graduate He has done Masters in Sanskritnature of expertisein functional areas He has over 8 years of

experience in CorporateMatters

Disclosure of Not Any Not Anyrelationshipsbetween directorsinter-se

Directorships held Not Any Not Anyin other listedCompanies

Directorships held in Not Any Not Anyother publicCompanies[excluding foreignand privateCompanies]

Memberships / Not Any Not AnyChairmanships ofCommittees ofother PublicCompanies

Number of shares Not Any 500 Equity Shares of Rs. 2/-held in the eachCompany

Annexure-II to the Notice dated 12th August 2016 - Instructions for e-voting. The instructions for members for voting electronically are asunder:

(i) The voting period begins on Monday, 26th September 2016 from 9:00a.m. and ends on Wednesday, 28th September 2016 at 5:00 p.m.Friday the 23rd day of September 2016, being the Cut-Off date , thusall the shareholders, holding shares either in physical form or indematerialized form as on cut off date, may cast their vote electronically.

(ii) The e-voting module shall be disabled by CDSL at 5 PM on 28th

September 2016.

(iii) Shareholders who have already voted prior to the meeting date wouldnot be entitled to vote at the meeting venue.

(iv) The shareholders should log on to the e-v oting websitewww.evotingindia.com.

(v) Click on Shareholders.

(vi) Now Enter your User ID

a. For CDSL : 16 digits beneficiary ID,

b. For NSDL : 8 Character DP ID followed by 8 Digits Client ID,

c. Members holding shares in Physical Form should enter FolioNumber registered with the Company.

(vii) Next enter the Image Verification as displayed and Click on Login.

(viii) If you are holding shares in demat form and had logged on towww.evotingindia.com and voted on an earlier voting of any company,then your existing password is to be used.


(ix) If you are a first time user follow the steps given below:

For Members holding shares in Demat and Physical Form

PAN Enter your 10 digit alpha-numeric *PAN issuedby Income Tax Department (Applicable for bothdemat shareholders as well as physicalshareholders)

l Members who have not updated their PANwith the Company/Depository Participantare requested to use the first two lettersof their name and the 8 digits of thesequence number in the PAN field.

l In case the sequence number is less than8 digits enter the applicable number 0’sbefore the number after the first twocharacters of the name in CAPITALletters. Eg. If your name is Ramesh Kumarwith sequence number 1 then enterRA00000001 in the PAN field.

Date of Birth (DOB)# Enter the Date of Birth as recorded in dd/mm/yyyy format.

Dividend Bank Details # Enter the Dividend Bank Details as recordedin your demat account or in the companyrecords for said folio.

l If both the details are not recorded with the depository or companyplease enter the member iid/ folio number in the Dividend Bank detailsfield as mentioned in instruction (v).

# Please enter the DOB or Dividend Bank Details in order to Login

(x) After entering these details appropriately, click on “SUBMIT” tab.

(xi) Members holding shares in physical form will then directly reach theCompany selection screen. However, members holding shares indemat form will now reach ‘Password Creation’ menu wherein theyare required to mandatorily enter their login password in the newpassword field. Kindly note that this password is to be also used bythe demat holders for voting for resolutions of any other company onwhich they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to shareyour password with any other person and take utmost care to keepyour password confidential.

(xii) For Members holding shares in physical form, the details can be usedonly for e-voting on the resolutions contained in this Notice.

(xiii) Click on the EVSN of OMANSH ENTERPRISES LIMITED on whichyou choose to vote.

(xiv) On the voting page, you will see “RESOLUTION DESCRIPTION” andagainst the same the option “YES/NO” for voting. Select the optionYES or NO as desired. The option YES implies that you assent to theResolution and option NO implies that you dissent to the Resolution.

(xv) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entireResolution details.

(xvi) After selecting the resolution you have decided to vote on, click on“SUBMIT”. A confirmation box will be displayed. If you wish to confirmyour vote, click on “OK”, else to change your vote, click on “CANCEL”and accordingly modify your vote.

(xvii) Once you “CONFIRM” your vote on the resolution, you will not beallowed to modify your vote.


(xviii) You can also take a print of the votes cast by clicking on “Click hereto print” option on the Voting page.

(xix) If a demat account holder has forgotten the login password then Enterthe User ID and the image verification code and click on ForgotPassword & enter the details as prompted by the system.

(xx) Note for Non – Individual Shareholders and Custodians

l Non-Individual shareholders (i.e. other than Individuals, HUF,NRI etc.) and Custodian are required to log on towww.evotingindia.com and register themselves as Corporate.

l A scanned copy of the Registration Form bearing the stampand sign of the entity should be emailed [email protected].

l After receiving the login details a Compliance User should becreated using the admin login and password. The ComplianceUser would be able to link the account(s) for which they wish tovote on.

l The list of accounts linked in the login should be mailed [email protected] and on approval of theaccounts they would be able to cast their vote.

l A scanned copy of the Board Resolution and Power of Attorney(POA) which they have issued in favour of the Custodian, if any,should be uploaded in PDF format in the system for thescrutinizer to verify the same.

(xxi) Shareholders can also cast their vote using CDSL’s mobile app m-Voting available for android based mobiles. The m-Voting app can bedownloaded from Google Play Store. Please follow the instructionsas prompted by the mobile app while voting on your mobile.

(xxii) In case you have any queries or issues regarding e-voting, you mayrefer the Frequently Asked Questions (“FAQs”) and e-voting manualavailable at www.evotingindia.com, under help section or write an emailto [email protected].

Contact Details:

Central Depository Services (India) Limited17th Floor, PJ Towers, Dalal Street, Fort,Mumbai-400001Phone No:+91-22-22723333/8588Email ID: [email protected]


‘Annexure -III’Route Map for Shop In Park Mall

Explanatory Statement pursuant to the provisions of section 102 ofthe Companies Act, 2013

Item No.4 & 5:

The Board of Directors of the Company, pursuant to the provisions of Section161(1) of the Act and the Articles of Association of the Company, hasappointed Mr. Radhey Shayam as an Additional Director of the Companywith effect from 27 th February, 2016. Further on recommendation ofNomination and Remuneration Committee, the Board of Directors hadappointed, Mr. Radhey Shayam as the Whole time Director for a period of 3(three) years w.e.f 27th February 2016, subject of the approval of membersin the General Meeting.

In terms of the provisions of Section 161(1) of the Act, Mr. Radhey Shayamwould hold office up to the date of the ensuing Annual General Meeting. TheCompany has received a notice in writing along with the deposit of requisiteamount under Section 160 of the Act proposing the candidature of Mr. RadheyShayam for the office of Director of the Company.

Mr. Radhey Shayam is not disqualified from being appointed as a Directorin terms of Section 164 of the Act and has given his consent to act as aDirector. Mr. Radhey Shayam possesses appropriate skills, experience andknowledge; inter alia, in the field of law.

Further the Board recommends his appointment as the Whole Time Directorfor a tenure to expire on 26th February 2019.

Brief resume of Mr. Radhey Shayam, nature of his expertise in specificfunctional areas and names of other public limited companies in India inwhich he holds directorships and details of memberships / chairmanshipsof Board Committees of the public limited companies in India and othersdetails is enclosed with the notice.

Keeping in view his vast expertise and knowledge, it will be in the interest ofthe Company that Mr. Radhey Shayam is appointed as the Director andWhole Time Director of the Company.

44Omansh Enterprises Limited Annual Report 2015-2016 70

Save and except Mr. Radhey Shayam and his relatives, to the extent oftheir shareholding, in the Company, none of the other Directors / KeyManagerial Personnel of the Company / their relatives are, in any way,concerned or interested, financially or otherwise, in the resolution set out atItem No. 4 & 5 of the Notice. The Board recommends the Ordinary Resolutionset out at Item No. 4 & 5 of the Notice for approval by the shareholders.

Item No.6 & 7:

The Board of Directors of the Company, pursuant to the provisions of Section161(1) of the Act and the Articles of Association of the Company, hasappointed Ms. Reena Sharma as an Additional Director of the Companywith effect from 7th October, 2015. In terms of the provisions of Section161(1) of the Act, Ms. Reena Sharma would hold office up to the date of theensuing Annual General Meeting. The Company has received a notice inwriting alongwith the deposit of requisite amount under Section 160 of theAct proposing the candidature of Ms. Reena Sharma for the office of Directorof the Company. Further on recommendation of Nomination andRemuneration Committee, the Board of Directors had appointed, Ms. ReenaSharma as the Managing Director for a period of 3 (three) years w.e.f 7th

October 2015, subject of the approval of members in the General Meeting.

Ms. Reena Sharma is not disqualified from being appointed as a Director interms of Section 164 of the Act and has given her consent to act as aDirector. Ms. Reena Sharma possesses appropriate skills, experience andknowledge, inter alia, in the field of law.

Further the Board recommends her appointment as the Managing Directorfor a tenure to expire on 6th October 2018.

Brief resume of Ms. Reena Sharma, nature of her expertise in specificfunctional areas and names of other public limited companies in India inwhich she holds directorships and details of memberships / chairmanshipsof Board Committees of the public limited companies in India and otherdetails is enclosed with the notice.

Keeping in view her knowledge, it will be in the interest of the Company thatMs. Reena Sharma is appointed as Director and the Managing Director ofthe Company.

Save and except Ms. Reena Sharma and her relatives, to the extent of theirshareholding, in the Company, none of the other Directors / Key ManagerialPersonnel of the Company / their relatives are, in any way, concerned orinterested, financially or otherwise, in the resolution set out at Item No. 6 &7 of the Notice. The Board recommends the Ordinary Resolution set out atItem No. 6 & 7 of the Notice for approval by the shareholders.

For Omansh Enterprises Limited

Radhey ShayamDate: 12th August, 2016 Whole Time DirectorPlace: New Delhi DIN:01992580Omansh Enterprises LimitedRegd. Off.: Shop No. 37, QD Block,DDA Market, Pitampura,New Delhi – 110034CIN: L21011DL1974PLC241646Email ID: [email protected]

44Omansh Enterprises Limited Annual Report 2015-2016 71

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